There’s a difference between dreamers and visionaries. All of us dream of the way we want the world to look, but visionaries have the courage to change it. The man who would reinvent himself as a pseudo-comic book hero called “Mask” started out as a dreamer in Rancho Cucamonga, California when he was still Charles Lewis. Ridiculed while MMA was coming into its own, he stayed true to his dream and fi fteen years later graduated into the elite ranks of visionaries who gambled everything to pursue a passion.

UFC 1 blew away Lewis and his longtime friend, Dan Caldwell, motivating them to immediately joined the Gracie Jiu Jitsu Academy in nearby Torrance. But the pair of working stiffs (who remain elusive about what their occupation was at the time) weren’t rich and lessons from the world-renowned Gracie family weren’t cheap. As an omen for things to come, they solved their dilemma by being creative.

“It was eighty bucks a month to train and you could only go once a week for that,” Lewis says. “So I would go for two months and then [Caldwell] would go for a couple of months and we’d teach each other what we learned back in our garage. It started out as just us, but then it turned into so many other guys that we were like mini-instructors coming back and teaching all the things we learned.”

Consumed by Jiu Jitsu, Lewis was selected by Rorion Gracie to prepare his brother Royce for UFC 2, a memory he relishes still today. And can you blame him? As far as MMA has come there aren’t many people who can boast about training with the legendary Brazilian family during the dawn of the sport. That status was something he wore like a badge of honor.

“I had every color of Gracie Jiu Jitsu Tshirt they made,” Lewis admits. “I would walk around feeling invincible when I wore one.” Back in the Wal-Mart version of a gym a bet was made to see who could come up with the best license plate. Lewis chose the words “tap out” and joined them together on his Ford Mustang, winning the wager easily. But he couldn’t let it rest there. A comic book afi cionado, he was infl uenced by the dark and brooding Batman and inspired by how a mortal man void of special powers could fi ght crime armed only with his wits and an array of gadgetry. He joined the words into one, curved the top and bottom, capitalized the T’s and placed it in the middle of his chest, reminiscent of Batman’s famous symbol. The invincible feeling he loved about his Gracie Jiu Jitsu T-shirts was now embodied in his own creation and a dream was set in motion.

Lewis quit his job to make and sell TapouT gear full time and immediately felt the pain of living in a country song. He lost his girlfriend, his apartment, his car, and his motorcycle just to chase his ambition like the rodeo cowboys of George Strait tunes who would suffer anything to ride a bull.

“I thought I’d just start a website, put an ad in Black Belt magazine and be good to go,” he says. “I thought in a year I’d be living on easy street.”

Instead he found himself down on his luck and renting a room alongside a lanky guy with different colored shoes. They called him Sky Skrape and he fi t right in with Lewis and Caldwell’s dream of dominating the athletic apparel market. Skrape borrowed his brother’s car to help pedal fi ght gear at illegal MMA events despite being scorned for hanging out with dreamers. Like Lewis and Caldwell, he believed in TapouT and the trio found a symbiotic bond of friendship born from hardship. “Back in the day they were the only ones who didn’t think I was out of my mind,” says Lewis.

Their business model was simple and is still the standard practice of most clothing apparel brands-pay fi ghters to wear their stuff. But that was easier dreamed than done when the law was working against them. “We were out there in the abandoned warehouses and parking lots when [MMA] was illegal in California trying to help it grow and put money back into the fi ghter’s pockets and we could barely put it back into our own,” Caldwell says.

Things were so bad in the early days of MMA that Lewis would promise a fi ghter a hundred dollars to wear TapouT, but wouldn’t even make that much selling his products and would have to delay payment for months. Although he never lost sight of his goals and supported MMA for the love of the sport, he knew something had to change.

“I had to be marketable,” Lewis says. “I wanted to create a character that you couldn’t forget no matter how hard you tried. It had to be marketable and identifi able.” The trio shed their birth names forever and became Mask, Punkass, and SkySkrape partly in homage to a quartet from New York City who changed the music world in the 1970’s. “Gene Simmons was a marketing genius,” Mask continues. “They did more than just put on face paint; they were a force to be reckoned with.” His respect for KISS and love of Batman metamorphosed into an in-your-face pseudo super hero with everchanging facepaint, a penchant for yelling, and an unmistakable cackle that echoes through your head like a fi recracker in the Grand Canyon. It was a proven and undeniable strategy that intrigues viewers to fi nd out more, whether out of curiosity or contempt.


With their alter egos created and money starting to roll in, TapouT took their brand to the next level and was fi nally able to sponsor athletes with enough cash so they could train full time instead of work mundane jobs. They became giant recyclers who made sure cash continually circulated between promoters, fi ghters, and themselves.

“Our money goes right back into the fi ghters so they can have Snickers bars and KFC when they’re not cutting weight,” Mask says. It’s a system that other companies respect. “They love the sport so much they will be all over the country checking on fi ghters they’ve heard about, evaluating camps, and fi guring out who the next GSP or Anderson Silva is,” says Tom Amenta, co-founder of Ranger Up combatives. “I only wish we had that time and resource base. None of the other companies really do that. They just throw money at someone and hope they keep winning.”

“It was never about throwing money at the problem for us,” says Punkass. “We put our money back into the sport. It goes back into the fi ghters who fi ght in the shows. It’s always been about forging relationships and friendships in the UFC and everywhere else for us. We build those relationships that last in the sport while other guys don’t. We’re proud to say that.”

That dedication to the people who sacrifi ce themselves in the arena has established TapouT as near-saviors of young men and women across the country. They enjoy a reality-based TV show on the Versus channel that documents their travels like a group of superheroes swooping into little towns and lifting fi ghters from their meager existence. Between the animated opening, their supernatural commercials, and the fl ashy characters, the connection is undeniable. “I don’t know if superhero is the word, but I hope the fi ghters see us as a benefi t to their lives,” Mask says, dismissing the notion that he’s anything more than a good Samaritan. But in a sport where toughness is common and respect is the highest compliment, TapouT has earned their share.

“You can make fun of the makeup, but I believe it when Mask talks about taking care of his guys,” says Nick Palmisciano, co-founder of Ranger Up combatives. “He busted his ass and he kept his eye on the prize because he loves the sport. His company meets its obligations and they don’t compromise their standards. There is nobility in that.”

#8217;re good guys who genuinely care about fi ghters,” says Keith Florian who just opened the Florian Martial Arts Center with his more famous brother, Kenny. “They decked out our whole gym at a low cost and are always putting money back into the sport and the guys, so I think they’re great for us.”

Despite fi nally arriving at a place most people would call the promised land, Mask still rents an apartment and Punkass shuns material possessions to stay focused on the true reward of being in the position he’s in. “You fi nd out real quick when you have money that toys don’t make you successful,” Punkass says. “Once you’ve achieved that goal of being comfortable, you want to help others and for us that means helping fi ghters. It’s almost as exciting to us when those guys get their opportunities.”

That focus on the grassroots has made TapouT synonymous with Mixed Martial Arts and fueled their success that parallels the rise of the sport. They have a loyal legion of fans and their logo is recognizable in the back window of a pickup a mile away and three lanes over simply because of its shape. As long as MMA is around, TapouT will continue to enjoy a position of credibility and comfort. But if the UFC fails, will TapouT collapse too? “There’s no plan B,” Mask says, letting loose his hyena laugh. “We landed on the beach and burned the ship.”

The extradition of several clothing companies from UFC events, most recently Cage Fighter gear, limits the number of sponsors that professional fi ghters who want to compete in the UFC can turn to for fi nancial support. That helps TapouT because it herds guys to their doorsteps and gets their logo seen by more people. But it also raises integrity questions about the relationship between the two companies because it creates the perception that the UFC is systematically shutting down TapouT’s competition. Punkass isn’t worried about it.

“If the UFC is having problems with people it’s their prerogative to do what they want to. It’s their show,” he says. “If someone is talking shit to you, you don’t have to let them into your house, right? I don’t think our customers care.”


What TapouT’s customers do care about is the image their logo portrays and how it’s protected, which is why they’ve stayed away from the mega-distributors like Wal-Mart and Target. That strategy, though, may hinder their ability to achieve their ultimate goal-overtaking Nike.

“Our company may be big in MMA, but in the real world, come on,” says Mask. “We’re nothing compared to Nike, Under Armor, or Reebok.” Despite predictions of $225 million in revenues in 2009 and a confi dent attitude that they’ll surpass that, TapouT pales in comparison to the profi ts that Nike pulls in quarterly. That kind of juggernaut would deter saner people, but we’re talking about a trio of dreamers who are used to being told they can’t do something. “You should always shoot for the top,” says Mask. “Who shoots for number 2? People shoot for us, so that’s okay with me.”

“That was always the goal,” adds Punakss. “Since day one we always planned on being fi rst, second, and third. We haven’t even scratched the surface worldwide right now and in the U.S. we still have a long way to grow. We just signed a shoe deal so we’re just ramping up.”

But overtake Nike? The company that invented The Swoosh and Air Jordans? Is that realistic for a brand whose value is less than one percent of the athletic apparel behemoth?

“It’s America. Anything is possible and these guys display an unbelievable hunger for success,” says Nick Palmisciano. But I hope they don’t, not because I am not rooting for them, but because they will have to sell out to do it. Nike is the everyman brand. It’s Golf. It’s running. It’s whatever it can do to make money. Why would TapouT want to weaken their brand by becoming Nike? Do any of us really want to see some NBA star dribble down the court in their TapouT shoes? How about Tiger Woods in his TapouT hat?”

“I don’t think you’re going to see that unless those guys just happen to like us,” Punkass responds. “We’re going to keep our money in MMA and that’s where we’ll focus it.” Focus is one thing Punkass doesn’t lack, which may be their secret weapon to catching Nike. He’s a perfectionist who admits he’ll never be satisfi ed with TapouT’s position and one of the rare few who enjoys getting out of bed in the morning and going to work.


TapouT’s multi-pronged assault on the apparel industry earned them their place in the sun, which in America means two thingscopycats and haters. They’re the targets in the sights of a myriad of one-word named clothing companies who wish to replicate their success. Some have carved out their niche, like Sprawl, Throwdown, Sinister, Affl iction, and Triumph while others are still too young to gauge like Grudge, Hostile, and Mar. No matter the mission or objectives of these companies one thing is certain-they all want to achieve or eclipse TapouT’s success. It’s safe to say there’s a level of professionalism among these companies the same way there’s usually respect between MMA fi ghters, despite the obvious air of competition.

But on the other side of the fence are the haters, which TapouT has their fair share of. Their fl orid characters and InYaFace attitude has made them a conduit of contempt for those who take umbrage with MMA and those who love to win, but hate a winner. There is a sub culture of those who root for the underdog just because he’s perceived as weak and derive a deep satisfaction when the king of the mountain topples down it. How many cheered when the New York Giants knocked off the undefeated New England Patriots in the 2007 Superbowl? Who secretly wants to see Fedor lose just because he hasn’t for so long? That desire to see the best fail permeates TapouT’s world, despite their best intentions to recycle their profi ts into the fi ghter’s pockets.

“Negative opinions are necessary to anybody who’s popular,” Mask says. “If you embrace that negativity and let it hone you like pressure hones a diamond, then I welcome that. You learn more about yourself when the going gets though than when it’s easy so I appreciate the haters.”

Winston Churchill once said, “You’ve got enemies? Good. That means you stood up for something once in your life.” Punkass modernizes that view and adds a So Cal fl air. “If you have haters then you’re doing something right and everyone knows who you are,” he says. In this business brand recognition is half the battle.


Fifteen years after being overcome by a wave of invincibility from his fi rst Gracie Jiu Jitsu T-shirt, Mask hopes his customers get the same feeling when they wear TapouT. “When I put on that outfi t,” he says, pausing to fi nd the words. “My stature changes. If you’re a soldier, I don’t care if you walk around in the morning in your drawers getting milk out of the refrigerator, you don’t walk around the same way like you do when you’re in uniform. That’s the same way when I’m in TapouT. I snap in!”

The irony to this situation is that adversity transformed Charles Lewis into Mask because of his extreme desire to disprove the naysayers around him. “Maybe if everyone had told me I was smart and it would work then we would have failed,” he says. “There are some people that when you don’t believe in them, th
ey just believe harder.”

Believe this-love them or hate them, TapouT spawned from a nearly hopeless situation and conquered the MMA apparel industry with swagger and attitude, proving that in a free market economy we are all limited only by our courage and our dreams. Dream big.

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